Bifogade filer
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Industri |
| Industri | Industriprodukter |
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FlexQube AB (publ) ("FlexQube" or the "Company") hereby announces its intention to carry out a directed share issue of approximately SEK 30 million with deviation from the shareholders' preferential rights (the "Directed Share Issue"). FlexQube has engaged Corpura Fondkommission AB ("Corpura") to evaluate the conditions for carrying out the Directed Share Issue through an accelerated bookbuilding procedure. The Company's Chairman of the Board, Christian Thiel, and CEO, Anders Fogelberg, as well as certain existing shareholders, including RoosGruppen AB, Nils-Robert Persson, Brofund Equity AB and Gunnar Brock, have indicated their interest in subscribing for part of the Directed Share Issue. The subscription price and the total number of shares to be issued in the Directed Share Issue will be determined through the accelerated bookbuilding procedure that will commence immediately after the publication of this press release. Pricing and allocation are expected to take place before the start of trading on Nasdaq First North Growth Market on 7 October 2025.
The Directed Share Issue
The Directed Share Issue of approximately SEK 30 million is intended to be carried out with deviation from the shareholders' preferential rights in three tranches through separate resolutions; i) a directed share issue based on the authorization granted by the annual general meeting on 14 May 2025 ("Tranche 1"), ii) a directed share issue subject to the subsequent approval by an extraordinary general meeting ("Tranche 2") and iii) a directed share issue subject to the subsequent approval by the extraordinary general meeting directed to the Chairman of the Board of Directors, Christian Thiel, and the Company's CEO, Anders Fogelberg ("Tranche 3"). The extraordinary general meeting at which Tranche 2 and Tranche 3 are intended to be approved is expected to be held on 24 October 2025. FlexQube has engaged Corpura to evaluate the conditions for carrying out the Directed Share Issue through an accelerated bookbuilding procedure that will commence immediately after the publication of this press release. The bookbuilding procedure is expected to be completed before the commencement of trading on Nasdaq First North Growth Market on 7 October 2025. The final total number of shares that may be issued, the subscription price per share and allocation in the Directed Share Issue will be determined by FlexQube in consultation with Corpura. The bookbuilding procedure may, if the Company so decides, be shortened or extended and may be terminated at any time. The Company will announce the results in a subsequent press release after the bookbuilding procedure has been completed.
Background and reasons for the Directed Share Issue
The purpose of the Directed Share Issue is to obtain working capital to secure production and delivery of larger potential volume orders and to strengthen sales development in the important US market. The Company has recently communicated two pilot orders from existing customers. It is the assessment of the Board of Directors that the Company needs to strengthen its financial position in order to be able to execute on these.
Deviation from shareholders' preferential rights
In preparation for the Directed Share Issue, the Company's board of directors has conducted an analysis of the conditions for and carefully considered the possibility of raising capital through a rights issue. The conclusion of this assessment is, under the current circumstances, that the Directed Share Issue is the most favorable option for the Company and its shareholders. The reasons for this and the deviation from the shareholders' preferential rights have been based on the following considerations and conclusions: (i) a rights issue would have taken significantly longer to complete, which would have risked depriving the Company of the opportunity to raise capital that ensures the Company's liquidity needs in the short and medium term, which ultimately could have impaired the Company's financial and operational flexibility; (ii) through the Directed Share Issue, the Company's shareholder base can be diversified and strengthened with additional financially strong investors and broaden the base of financially strong shareholders who are deemed to have the financial capabilities to support the Company's operations in the long term, which is further deemed to strengthen the Company's ability to implement the Company's growth strategy; (iii) the Directed Share Issue is deemed to be able to be carried out at a significantly lower cost and with less complexity than a rights issue; (iv) in light of the current market conditions and the volatility observed on the stock market, the board of directors has assessed that a rights issue would also require significant underwriting from an underwriting consortium, which would entail additional costs and/or further dilution for shareholders depending on the type of consideration paid for such underwriting commitments; and (v) in view of the fact that the Company in September 2023 carried out a rights issue which was only subscribed to approximately 52.5 percent, the board of directors assesses that a new rights issue would likely not be fully subscribed, which would mean that the Company cannot meet its capital needs. In view of the above, the board of directors considers, after an overall assessment, that the Directed Share Issue is the most advantageous option for the Company to raise capital in a cost and time efficient manner to strengthen the Company's financial position, while maintaining the most value in the Company and being most favorable for the Company's shareholders.
Resolutions at the extraordinary general meeting
Provided that the board of directors resolves on the Directed Share Issue in accordance with the above, an extraordinary general meeting is expected to be convened to approve Tranche 2 and Tranche 3 of the Directed Share Issue. A valid resolution regarding Tranche 2 requires the approval of at least 2/3 (two-thirds) of the votes and shares at the extraordinary general meeting. A valid resolution regarding Tranche 3, provided that the Chairman of the Board of Directors Christian Thiel and CEO Anders Fogelberg, who have indicated an interest to participate in the Directed Share Issue, complete their subscriptions, requires approval of at least 9/10 (nine-tenths) of the votes and shares at the extraordinary general meeting. The extraordinary general meeting at which Tranche 2 and Tranche 3 are intended to be approved is expected to be held on 24 October 2025.
Advisors
Corpura Fondkommission AB, www.corpura.se, is acting as Sole Global Coordinator and Sole Bookrunner in connection with the Directed Share Issue. Baker McKenzie Advokatbyrå is acting as legal advisor to the Company in connection with the Directed Share Issue. Aqurat Fondkommission AB acts as issuing agent.